Work with partners within the Corporate Departments mergers and acquisitions practice group to provide legal advice and representation to U.S. and international public companies and private equity clients on strategic corporate transactions, including cross-border mergers and acquisitions, private equity investments and leveraged buyouts, joint ventures, spin-offs, corporate restructuring and representation and warranty insurance, to U.S. public company clients and portfolio companies of private equity clients on corporate governance matters, and to U.S. public company clients on shareholder activism matters. Research, analyze, and advise clients on transaction structuring matters. Oversee merger and acquisition transactions in all phases of the process. Draft term sheets. Negotiate term sheets. Draft and review principal transaction agreements, including purchase agreements, merger agreements and joint venture and shareholders agreements. Advise clients on terms of and key issues relating to principal transaction agreements. Negotiate principal transaction agreements. Review public offering documents. Draft and review ancillary transaction agreements. Negotiate representation and warranty insurance policies. Manage teams of junior attorneys, including review of work product and other general supervision of work. Draft and review merger proxy statements. Advise clients on latest developments in corporate governance issues. Participate in business development activities with new and existing clients. Provide training in corporate law to junior attorneys. Draft and review filings required by securities laws and stock exchange regulations. Advise on securities law requirements and other general corporate matters. Oversee complex due diligence exercises and preparation of disclosure schedules in connection with principal transaction agreements.

Requirements:

Juris Doctor, Master of Laws, or foreign academic equivalent.

Two years of legal experience pertaining to strategic corporate transactions, including cross-border mergers and acquisitions, private equity investments and leveraged buyouts, and representation and warranty insurance and involving U.S. and international public companies or private equity clients.

Legal experience advising general corporate matters; drafting proxy statements for special meetings; drafting and reviewing filings required by securities regulations; performing complex due diligence exercises; and drafting purchase agreements, joint venture and shareholders agreements, and ancillary transaction agreements.

Experience advising on securities law requirements and cross-border M&A and similar transactions

Admission to New York State Bar

Davis Polk & Wardwell LLP jobs

Mid-Level Associate Attorney, Corporate Department